Pearson Terms and Conditions

Terms and Conditions of Sale and Use

(PA is a business unit of NCS Pearson, Inc. NCS Pearson, Inc. and PA are hereinafter individually and collectively referred to as "PA." The customer is referred to as "You.")

ACCEPTANCE OF TERMS AND CONDITIONS

You agree that these Terms and Conditions ("Terms") will govern all purchases by You of all instruments, surveys, reports and other products listed in this PA catalog and that the PA software license agreement will govern any receipt and use by You of PA software. These Terms constitute the entire agreement between You and PA concerning this matter, and supersede all discussions, proposals, bids, invitations, orders, and other communications, oral or written, on this subject. You agree to be bound to these Terms by placing an order for materials or software, signing PA's Qualficiations Form, providing a purchase order, PA order form, and/or requesting scoring services, or by part or total payment of PA invoice for materials or services ordered. These Terms may not be waived, amended, or modified, except by prior written agreement signed by the Vice President of PA. If any one or more provisions of these Terms are found to be illegal or unenforceable, the remaining provisions will be enforced to the maximum extent possible. To the extent any purchase order from You conflicts with or amends these Terms in any way, these Terms, as unmodified, will prevail. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED, AND INTERPRETED IN ACCORDANCE WITH MINNESOTA LAW. The foregoing choice of law notwithstanding, copyright and patent claims will be resolved only under U.S. Federal law and U.S. Federal Court interpretations thereof.

WARRANTY

PA warrants that the products published directly or under license by PA ("PA Products") in their standard form will not infringe any valid United States patents or copyrights existing at the time of product delivery, provided, however, that this warranty does not extend to any non-PA product or any of the books offered in this catalog or on our website or to any infringement arising out of the use of the products in combination with systems, software, or equipment, not supplied by PA or any use of the products outside the United States. If You promptly notify PA of any such infringement claim of which You have knowledge or notice, and accord PA the right, at its sole option and expense, to handle the defense of the infringement clain, PA will indemnify and hold You harmless from and against such infringement claim related solely to PA products. If PA becomes aware of such an infringement claim, PA may, in its discretion, furnish You with non-infringing replacement products within sixty (60) days or repurchase Your unconsumed products. Except as stated herein, PA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS. ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

LIMITATION OF LIABILITY

IN NO EVENT WILL PA BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF PA PRODUCTS OR SERVICES. NOTWITHSTANDING ANY OTHER PROVISION OR AGREEMENT BETWEEN CUSTOMER AND PA, PA’S TOTAL LIABILITY TO ANY PARTY ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF PA PRODUCTS OR SERVICES WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO PA FOR THE PRODUCTS OR SERVICES.

RISK OF LOSS AND INSPECTION/RETURN OF PRODUCT

Title to physical copies of non-licensed products passes to You upon shipment. You have the right to inspect PA product. Returns may be made subject to the PA returns policy on the Ordering Information page and is hereby incorporated by reference.

USE OF PRODUCT

You agree it is Your responsibility to use any products purchased from PA in accordance with PA Qualification requirements located at www.pearsonassessments.com/forms/qualify.asp, applicable professional guidelines including American Psychological Association guidelines, Your PA software license (if applicable) and all federal, state, and local laws and regulations. You understand and agree that PA products are meant to be used as tools to supplement You in the overall assessment process, and are not intended or designed to be used alone or replace Your professional judgment. Use of psychological tests in employment-related situations may be subject to certain laws including Title VII of the Civil Rights Act of 1964, as amended; the Americans With Disabilities Act of 1990, as amended; and other federal, state, and local laws and regulations. PA reserves the right to aggregate data, in non person-specific or organization-specific form, and to utilize such data for research and/or statistical purposes. PA may also disclose such data, in non person-specific or organization-specific form to third parties without reimbursement or notification.

TRADE SECRETS, COPYRIGHTS, DISCLOSURE AND USE OF UNAUTHORIZED SOFTWARE

Tests, inventories, and software offered by PA are protected by various intellectual property laws, including those regarding trade secrets, copyright and trademarks. Printing or reproducing copyright-protected materials or content, including reproduction of protected test items, scales, scoring algorithms, scoring directions, or other protected content, is prohibited by law and by these Terms. PA software outputs, including but not limited to reports, are protected as trade secrets. TRADE SECRETS ARE NOT PERMITTED TO BE DISCLOSED in response to requests made pursuant to HIPAA (Health Insurance Portability and Accountability Act of 1996) or any other data disclosure law that exempts disclosure of information or documents protected as trade secrets. (See our HIPAA:Frequently Asked Questions for additional disclosure information.) Your purchase of protected materials DOES NOT grant You a right to reproduce additional copies of materials or the content or enter protected content onto a computer medium, such as non-PA scoring system or software. However, if You license and use PA software, You may excerpt portions of the output reports, limited to the minimum text necessary to accurately describe Your significant core conclusions, for incorporation into Your written evaluation of the individual, in accordance with Your profession’s citation standards, if any. You may not, under any circumstance, copy or reproduce the text of any test question.

INDEMNIFICATION

YOU AGREE TO INDEMNIFY AND HOLD PA HARMLESS AGAINST ALL CLAIMS, LIABILITIES, DEMANDS, DAMAGES, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF PRODUCTS SOLD BY PA AND/ OR YOUR FAILURE TO ADHERE TO THESE TERMS. PA AGREES TO INDEMNIFY AND HOLD YOU HARMLESS AGAINST ALL CLAIMS, LIABILITIES, DEMANDS, DAMAGES, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING OUT OF OR IN CONNECTION WITH BREACH BY PA OF ANY WARRANTIES SPECIFICALLY STATED IN THESE TERMS.

PAYMENT

All invoices are payable net 30 days. Prepayment is required for all new accounts. Charges not paid when due are subject to a late charge accruing from the due date of 1 1/2% per month or the maximum permitted by law, whichever is less. You also are responsible for any attorneys’ or collection fees incurred by PA in collecting charges not paid when due. Prices are quoted in and must be paid in U.S. dollars. Non-U.S. orders are subject to a 10% service charge, exclusive of taxes, shipping, and tariffs. Purchasers are responsible for all taxes, and tariffs involved in intercountry shipments. PA must collect and report state and local taxes applicable to Your shipping address. If Your organization is tax exempt, send a tax exemption certificate with Your order. A copy of the certificate must be on file at PA to qualify.